Opendoor Technologies (OPEN) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 28, 2025, to be held virtually, with participation and voting instructions provided for all shareholders.

• The meeting will focus on two proposals: a reverse stock split and potential adjournment to solicit more votes if needed.

• The Board recommends voting in favor of both proposals to maintain Nasdaq listing and support future capital raising.

• Forward-looking statements highlight risks and uncertainties, especially regarding the outcome and effects of the reverse stock split.

Voting matters and shareholder proposals

• Proposal 1: Approve amendments to the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, at the Board's discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Only shareholders of record as of June 4, 2025, are entitled to vote; each share equals one vote.

• No other business will be conducted at the meeting.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to determine the exact reverse split ratio and whether to implement it after shareholder approval.

• Board may abandon the reverse split even if approved by shareholders.

• Board considered market conditions, Nasdaq compliance, and capital raising needs in its recommendation.